8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2012

Camden National Corporation

(Exact name of registrant as specified in its charter)

Maine	01-28190	01-0413282
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Elm Street, Camden, Maine	04843
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (207) 236-8821

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Camden National Corporation (the “Company”) issued a press release on April 24, 2012 announcing earnings for the fiscal quarter ended March 31, 2012. In addition, the Company released its quarterly shareholder letter and financial summary for the quarter ended March 31, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Report:

Exhibit No.	Description
99.1	Press release announcing earnings for the fiscal quarter ended March 31, 2012
99.2	First quarter 2012 shareholder letter and financial summary.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 24, 2012

CAMDEN NATIONAL CORPORATION
(Registrant)
By:	/s/ DEBORAH A. JORDAN
	Deborah A. Jordan
	Chief Financial Officer and Principal
	Financial & Accounting Officer

EX-99.1

Camden National Corporation Reports 4% Increase in Earnings for the First Quarter of 2012

CAMDEN, Maine, April 24, 2012 /PRNewswire/ -- Camden National Corporation (NASDAQ: CAC; "Camden National" or "the Company") reported net income of $6.6 million for the first quarter of 2012, an increase of $244,000, or 4%, compared to the first quarter of 2011. Earnings per diluted share increased to $0.86 for the first quarter of 2012, from the $0.83 reported for the first quarter of 2011.

"Although the economic environment continues to be challenging, we are pleased to report that our earnings have remained strong," said Gregory A. Dufour, president and chief executive officer of Camden National Corporation. "Our return on assets increased to 1.15% for the first quarter of 2012, compared to 1.11% for the same period a year ago, and return on equity was 12.01% and 12.45% for the first quarters of 2012 and 2011, respectively."

First Quarter 2012 Financial Highlights

• Earnings growth – net income grew 4% compared to a year ago, translating to a return on assets of 1.15%.
• Higher capital levels – Tier 1 leverage capital ratio increased to 9.70% at March 31, 2012, up from 8.93% a year ago.
• Stable revenue – non-interest income increased 2% and net interest income declined 1% from a year ago.
• Lower operating costs – non-interest expense decreased 3% compared to the first quarter of 2011.
• Stability of asset quality – non-performing asset levels have been consistent over the last three quarters and total past due loans have declined since year-end.

"Beyond strong financial results, our shareholders and customers want a bank they can trust," said Dufour. "I am proud to say that we were recently recognized by Forbes as one of America's '100 Most Trustworthy Companies.' This recognition reflects our culture and the service we provide to our customers, which are fundamental to being a trustworthy community bank."

Balance Sheet

Total assets at March 31, 2012, were $2.3 billion, an increase of $841,000 compared to March 31, 2011. At March 31, 2012, total loans were $1.5 billion, a decrease of $11.1 million, or 1%, compared to a year ago. The decrease in total loans was primarily related to the residential real estate portfolio, which declined $12.7 million as a result of the continued sale of thirty-year fixed rate mortgages, and a $2.5 million decline in the commercial loan portfolios, partially offset by an increase in the home equity portfolio of $3.8 million.

Total deposits were $1.6 billion at March 31, 2012, an increase of $11.1 million, or 1%, from a year ago. Core deposits, representing checking, savings, and money market accounts, grew $61.2 million, or 6%, partially offset by a $70.5 million decline in retail certificates of deposit as customers continue to migrate away from time deposits. The overall growth across the core deposit products reflects excess customer liquidity.

Asset Quality and the Provision for Credit Losses

"Camden National's overall credit quality remained stable during the first quarter of 2012," said Dufour. "Over the last three quarters, the non-performing asset level remained consistent; however, we continue to see a shift in our non-performing asset mix, with the stabilization of commercial credits and increased stresses in the residential and consumer portfolios."

Non-performing assets of $29.2 million, or 1.25% of total assets, at March 31, 2012, improved slightly compared to $29.3 million, or 1.27% of total assets, at December 31, 2011. The annualized net charge-offs of 0.26% for the first quarter of 2012 were lower than the fourth quarter 2011 ratio of 0.39%, and the allowance for credit losses to total loans decreased to 1.51% at March 31, 2012, compared to 1.52% at December 31, 2011. The provision for credit losses for the first quarter of 2012 was $1.0 million compared to $1.1 million for the same period a year ago.

Net Interest Income

Net interest income for the first quarter of 2012 was $18.4 million, a decrease of $188,000, or 1%, compared to the same period a year ago. The decrease in net interest income was primarily due to a $26.4 million decline in our average earning assets and a slight decline in our tax equivalent net interest margin of 1 basis point, to 3.48%, partially offset by a $40.3 million increase in average demand deposits and shareholders' equity.

Our average cost of interest-bearing liabilities decreased 34 basis points to 1.03% during the first quarter of 2012, compared to 1.37% for the same period in 2011, as we continued to lower deposit rates and experienced deposit growth in lower-costing core deposits. Yields on our earning assets declined 34 basis points to an average of 4.34% during the first quarter of 2012, from 4.68% in 2011, as cash flows were reinvested at lower rates.

Non-Interest Income and Non-Interest Expense

Non-interest income for the first quarter of 2012 was $5.2 million, an increase of $110,000, or 2%, compared to the same period in 2011. The increase was primarily due to an increase in mortgage banking income of $256,000 and a $183,000 increase in gains on the sale of securities, partially offset by a decline in bank-owned life insurance, resulting from non-recurring proceeds of $170,000 received during the first quarter last year.

Non-interest expense of $12.9 million for the first quarter of 2012 decreased $366,000, or 3%, compared to the first quarter of 2011. The decrease was primarily due to a $268,000 reduction in regulatory assessments as a result of a lower FDIC deposit assessment rate, a $184,000 decrease in consulting and professional fees, and $133,000 in reduced advertising costs. Other real estate owned ("OREO") and collections costs increased 27%, primarily due to the ongoing foreclosure costs associated with our consumer portfolio and a $96,000 increase in losses on the sale of OREO properties during the first quarter of 2012.

Dividends and Capital

The board of directors approved a dividend of $0.25 per share, payable on April 30, 2012, to shareholders of record on April 13, 2012. This resulted in an annualized dividend yield of 2.84%, based on the March 30, 2012, closing price of Camden National's common stock of $35.15 per share as reported by NASDAQ.

Camden National's total risk-based capital ratio increased to 16.16% at March 31, 2012, compared to 15.10% at March 31, 2011, as capital levels increased from retained earnings. Camden National and its wholly-owned subsidiary, Camden National Bank, exceeded the minimum total risk-based, Tier 1, and Tier 1 leverage ratios of 10.0%, 6.0%, and 5.0%, respectively, required by the Federal Reserve for an institution to be considered "well capitalized."

On September 27, 2011, the board of directors authorized the 2011 Common Stock Repurchase Program ("2011 Plan") for the repurchase of up to 500,000 shares, or approximately 6.5% of the Company's outstanding common stock. Under the 2011 Plan, Camden National has repurchased 13,241 shares of common stock at an average price of $29.34. The 2011 Plan will expire on October 1, 2012.

About Camden National Corporation

Camden National Corporation, recently recognized by Forbes as one of "America's Most Trustworthy Companies," is the holding company employing more than 400 Maine residents for two financial services companies including Camden National Bank and the wealth management company, Acadia Trust, N.A. Camden National Bank is a full-service community bank with a network of 38 banking offices throughout Maine. Acadia Trust offers investment management and fiduciary services with offices in Portland and Ellsworth. Located at Camden National Bank, Camden Financial Consultants offers full-service brokerage and insurance services.

Forward-Looking Statements

This press release and the documents incorporated by reference herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "assume," "plan," "target," or "goal," or future or conditional verbs such as "will," "may", "might", "should," "would", "could" and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of Camden National. These risks, uncertainties and other factors may cause the actual results, performance or achievements of Camden National to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause these differences include, but are not limited to, the following: continued weakness in the United States economy in general and the regional and local economies within the New England region and Maine, which could result in a deterioration of credit quality, a change in the allowance for loan losses, or a reduced demand for the Company's credit or fee-based products and services; adverse changes in the local real estate market could result in a deterioration of credit quality and an increase in the allowance for loan loss, as most of the Company's loans are concentrated in Maine, and a substantial portion of these loans have real estate as collateral; changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; adverse changes in asset; competitive pressures, including continued industry consolidation, the increased financial services provided by non-banks and banking reform; continued volatility in the securities markets that could adversely affect the value or credit quality of the Company's assets, impairment of goodwill, the availability and terms of funding necessary to meet the Company's liquidity needs, and the Company's ability to originate loans and could lead to impairment in the value of securities in the Company's investment portfolios; changes in information technology that require increased capital spending; changes in consumer spending and savings habits; new laws and regulations regarding the financial services industry including but not limited to, the Dodd-Frank Wall Street Reform & Consumer Protection Act; changes in laws and regulations including laws and regulations concerning taxes, banking, securities and insurance; and changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters. Additional factors that could also cause results to differ materially from those described above can be found in our Annual Report on Form 10-K, as updated by our Quarterly Reports on Form 10-Q and other filings with the SEC. All of these factors should be carefully reviewed, and readers should not place undue reliance on these forward-looking statements.

These forward-looking statements were based on information, plans and estimates at the date of this press release, and Camden National does not promise and assumes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Use of Non-GAAP Financial Measures

In addition to evaluating the Company's results of operations in accordance with GAAP, management supplements this evaluation with certain non-GAAP financial measures, such as the efficiency and tangible equity ratios, tangible book value per share, and tax equivalent net interest income. We believe these non-GAAP financial measures help investors in understanding the Company's operating performance and trends and allow for better performance comparisons to other banks. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for GAAP operating results, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other financial institutions. The reconciliation to the comparable GAAP financial measure can be found in this document or the Form 8-K related to this document, all of which can be found on Camden National's website at www.camdennational.com.

Annualized Data

Certain returns, yields, and performance ratios, are presented on an "annualized" basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full year or year-over-year amounts.

Statement of Condition Data (unaudited)
	March 31,		March 31,		December 31,
(In thousands, except number of shares)		2012		2011		2011
Assets
Cash and due from banks	$	35,732	$	25,970	$	39,325
Securities
Securities available for sale, at fair value		626,488		621,958		590,036
Federal Home Loan Bank and Federal Reserve Bank stock, at cost		21,034		21,962		21,962
Total securities		647,522		643,920		611,998
Trading account assets		2,194		2,239		2,244
Loans held for sale		9,144		-		6,061
Loans		1,516,181		1,536,463		1,514,028
Less allowance for loan losses		(23,010)		(22,887)		(23,011)
Net loans		1,493,171		1,513,576		1,491,017
Goodwill and other intangible assets		44,774		45,677		45,194
Bank-owned life insurance		44,010		43,324		43,672
Premises and equipment, net		23,740		24,737		24,113
Deferred tax asset		13,131		11,660		13,486
Interest receivable		6,521		7,355		6,431
Prepaid FDIC assessment		4,507		5,648		4,796
Other real estate owned		1,898		2,190		1,682
Other assets		12,814		12,021		12,701
Total assets	$	2,339,158	$	2,338,317	$	2,302,720
Liabilities
Deposits
Demand	$	251,157	$	227,027	$	256,330
Interest checking, savings and money market		768,677		731,586		828,977
Retail certificates of deposit		383,258		453,724		395,431
Brokered deposits		152,656		132,344		110,628
Total deposits		1,555,748		1,544,681		1,591,366
Federal Home Loan Bank advances		221,767		167,134		136,860
Other borrowed funds		254,470		348,305		275,656
Junior subordinated debentures		43,742		43,640		43,717
Accrued interest and other liabilities		39,773		23,832		36,245
Total liabilities		2,115,500		2,127,592		2,083,844
Shareholders' Equity
Common stock, no par value; authorized 20,000,000 shares, issued and
outstanding 7,684,589, 7,677,243, 7,664,975 shares on March 31, 2012 and 2011 and December 31, 2011, respectively
		51,328		50,950		51,438
Retained earnings		170,015		155,149		165,377
Accumulated other comprehensive income
Net unrealized gains on securities available for sale, net of tax		9,830		6,364		11,128
Net unrealized losses on derivative instruments, at fair value, net of tax		(5,739)		(562)		(7,264)
Net unrecognized losses on post-retirement plans, net of tax		(1,776)		(1,176)		(1,803)
Total accumulated other comprehensive income		2,315		4,626		2,061
Total shareholders' equity		223,658		210,725		218,876
Total liabilities and shareholders' equity	$	2,339,158	$	2,338,317	$	2,302,720

Statement of Income Data (unaudited)
		Three Months Ended March 31,
(In thousands, except number of shares and per share data)		2012		2011
Interest income
Interest and fees on loans	$	18,435	$	19,469
Interest on U.S. government and sponsored enterprise obligations		4,116		4,885
Interest on state and political subdivision obligations		365		466
Interest on federal funds sold and other investments		49		40
Total interest income		22,965		24,860
Interest expense
Interest on deposits		2,538		3,015
Interest on borrowings		1,418		2,591
Interest on junior subordinated debentures		638		695
Total interest expense		4,594		6,301
Net interest income		18,371		18,559
Provision for credit losses		1,005		1,119
Net interest income after provision for credit losses		17,366		17,440
Non-interest income
Income from fiduciary services		1,439		1,547
Service charges on deposit accounts		1,156		1,231
Other service charges and fees		845		870
Bank-owned life insurance		339		539
Brokerage and insurance commissions		339		358
Mortgage banking income, net		336		80
Net gain (loss) on sale of securities		150		(33)
Other income		653		526
Total non-interest income before other-than-temporary
impairment of securities		5,257		5,118
Other-than-temporary impairment of securities		(29)		-
Total non-interest income		5,228		5,118
Non-interest expenses
Salaries and employee benefits		6,908		6,851
Furniture, equipment and data processing		1,223		1,200
Net occupancy		1,111		1,060
Consulting and professional fees		490		674
Regulatory assessments		435		703
Other real estate owned and collection costs		626		491
Amortization of identifiable intangible assets		144		144
Other expenses		1,982		2,162
Total non-interest expenses		12,919		13,285
Income before income taxes		9,675		9,273
Income taxes		3,092		2,934
Net income	$	6,583	$	6,339
Selected Financial and Per Share Data:
Return on average equity		12.01%		12.45%
Return on average tangible equity		15.10%		15.99%
Return on average assets		1.15%		1.11%
Efficiency ratio (1)		54.43%		55.27%
Basic earnings per share	$	0.86	$	0.83
Diluted earnings per share	$	0.86	$	0.83
Cash dividends declared per share	$	0.25	$	0.25
Weighted average number of common shares outstanding		7,672,039		7,659,970
Diluted weighted average number of common shares outstanding		7,686,933		7,672,398
(1) Computed by dividing non-interest expense by the sum of net interest income (tax equivalent) and non-interest income (excluding securities gains/losses).

Asset Quality Data (unaudited)
	At or for Three Months Ended		At or for Twelve Months Ended		At or for Nine Months Ended		At or for Six  Months Ended		At or for Three Months Ended
(In thousands)	March 31, 2012		December 31, 2011		September 30, 2011		June 30, 2011		March 31, 2011
Non-accrual loans:
Residential real estate	$	9,570	$	9,503	$	9,060	$	8,581	$	8,171
Commercial real estate		7,578		7,830		9,596		7,661		6,442
Commercial		4,253		3,955		4,278		3,809		3,977
Consumer		2,477		2,822		1,502		1,464		1,337
Total non-accrual loans		23,878		24,110		24,436		21,515		19,927
Loans 90 days past due and accruing		183		236		-		-		430
Renegotiated loans not included above		3,256		3,276		3,310		3,447		2,584
Total non-performing loans		27,317		27,622		27,746		24,962		22,941
Other real estate owned:
Residential real estate		1,226		791		1,098		989		251
Commercial real estate		672		891		661		827		1,939
Total other real estate owned		1,898		1,682		1,759		1,816		2,190
Total non-performing assets	$	29,215	$	29,304	$	29,505	$	26,778	$	25,131
Loans 30-89 days past due:
Residential real estate	$	1,961	$	2,429	$	1,447	$	500	$	2,739
Commercial real estate		3,075		2,107		1,149		1,668		2,786
Commercial		846		911		1,226		771		1,393
Consumer		245		1,793		505		344		358
Total loans 30-89 days past due	$	6,127	$	7,240	$	4,327	$	3,283	$	7,276
Allowance for loan losses at the beginning of the period	$	23,011	$	22,293	$	22,293	$	22,293	$	22,293
Provision for loan losses		991		4,741		3,270		2,083		1,117
Charge-offs:
Residential real estate		308		1,216		1,036		797		172
Commercial real estate		179		1,633		946		325		231
Commercial		191		1,256		1,080		755		378
Consumer		411		920		355		140		66
Total charge-offs		1,089		5,025		3,417		2,017		847
Total recoveries		97		1,002		865		630		324
Net charge-offs		992		4,023		2,552		1,387		523
Allowance for loan losses at the end of the period	$	23,010	$	23,011	$	23,011	$	22,989	$	22,887
Components of allowance for credit losses:
Allowance for loan losses	$	23,010	$	23,011	$	23,011	$	22,989	$	22,887
Liability for unfunded credit commitments		34		20		26		31		28
Balance of allowance for credit losses	$	23,044	$	23,031	$	23,037	$	23,020	$	22,915
Ratios:
Non-performing loans to total loans		1.79%		1.82%		1.83%		1.61%		1.49%
Non-performing assets to total assets		1.25%		1.27%		1.26%		1.15%		1.08%
Allowance for credit losses to total loans		1.51%		1.52%		1.52%		1.48%		1.49%
Net charge-offs to average loans (annualized)
Quarter-to-date		0.26%		0.39%		0.30%		0.22%		0.14%
Year-to-date		0.26%		0.26%		0.22%		0.18%		0.14%
Allowance for credit losses to non-performing loans		84.36%		83.38%		83.03%		92.22%		99.89%
Loans 30-89 days past due to total loans		0.40%		0.48%		0.29%		0.21%		0.47%

Average Balance, Interest and Yield/Rate Analysis (unaudited)
	At or for the Three Months Ended					At or for the Three Months Ended
		March 31, 2012					March 31, 2011
(In thousands)		Average			Yield/		Average			Yield/
		Balance		Interest	Rate		Balance		Interest	Rate
Assets
Interest-earning assets:
Securities - taxable	$	569,579	$	4,162	2.92%	$	572,504	$	4,922	3.44%
Securities - nontaxable (1)		39,481		561	5.68%		47,631		717	6.02%
Trading account assets		2,195		3	0.63%		2,245		4	0.63%
Loans: (1) (2)
Residential real estate		581,265		7,103	4.89%		598,478		7,637	5.10%
Commercial real estate		475,303		6,032	5.02%		465,754		6,224	5.35%
Commercial		169,329		2,039	4.76%		171,900		2,233	5.20%
Municipal		13,058		172	5.30%		17,248		216	5.08%
Consumer		281,557		3,149	4.50%		282,411		3,234	4.64%
Total loans		1,520,512		18,495	4.85%		1,535,791		19,544	5.10%
Total interest-earning assets		2,131,767		23,221	4.34%		2,158,171		25,187	4.68%
Cash and due from banks		35,858					25,917
Other assets		154,811					159,138
Less allowance for loan losses		(23,080)					(22,526)
Total assets	$	2,299,356				$	2,320,700
Liabilities & Shareholders' Equity
Interest-bearing liabilities:
Interest checking accounts	$	266,744		74	0.11%	$	234,139		137	0.24%
Savings accounts		182,249		95	0.21%		168,616		103	0.25%
Money market accounts		354,996		541	0.61%		316,473		594	0.76%
Certificates of deposit		391,802		1,341	1.38%		459,906		1,725	1.52%
Total retail deposits		1,195,791		2,051	0.69%		1,179,134		2,559	0.88%
Brokered deposits		129,831		487	1.51%		112,200		456	1.65%
Junior subordinated debentures		43,730		638	5.87%		43,628		695	6.46%
Borrowings		420,950		1,418	1.35%		529,363		2,591	1.99%
Total wholesale funding		594,511		2,543	1.72%		685,191		3,742	2.22%
Total interest-bearing liabilities		1,790,302		4,594	1.03%		1,864,325		6,301	1.37%
Demand deposits		254,176					227,834
Other liabilities		34,441					22,047
Shareholders' equity		220,437					206,494
Total liabilities & shareholders' equity	$	2,299,356				$	2,320,700
Net interest income (fully-taxable equivalent)				18,627					18,886
Less:  fully-taxable equivalent adjustment				(256)					(327)
Net interest income			$	18,371				$	18,559
Net interest rate spread (fully-taxable equivalent)					3.31%					3.31%
Net interest margin (fully-taxable equivalent)					3.48%					3.49%
(1)  Reported on tax-equivalent basis calculated using a tax rate of 35%.
(2)  Non-accrual loans and loans held for sale are included in total average loans.

Selected Financial Data (unaudited)
		March 31,
		2012		2011
Tier 1 leverage capital ratio		9.70%		8.93%
Tier 1 risk-based capital ratio		14.90%		13.84%
Total risk-based capital ratio		16.16%		15.10%
Tangible equity to tangible assets (1)		7.80%		7.20%
Book value per share	$	29.10	$	27.45
Tangible book value per share (2)	$	23.28	$	21.50
Investment Data (unaudited)
	March 31, 2012
		Amortized		Unrealized		Unrealized		Fair
(In thousands)		Cost		Gains		Losses		Value
Available for sale
Obligations of U.S. government sponsored enterprises	$	10,000	$	77	$	-	$	10,077
Obligations of states and political subdivisions		35,996		2,380		-		38,376
Mortgage-backed securities issued or guaranteed by
U.S. government sponsored enterprises		548,158		16,472		(870)		563,760
Private issue collateralized mortgage obligations (CMO)		12,210		-		(1,759)		10,451
Total debt securities		606,364		18,929		(2,629)		622,664
Equity securities		5,000		-		(1,176)		3,824
Total securities available for sale	$	611,364	$	18,929	$	(3,805)	$	626,488
Other securities
Federal Home Loan Bank Stock	$	20,103	$	-	$	-	$	20,103
Federal Reserve Bank Stock		931		-		-		931
Total other securities	$	21,034	$	-	$	-	$	21,034
Trading account assets							$	2,194
(1) Computed by dividing total shareholders' equity less goodwill and other intangible assets by total assets less goodwill and other intangible assets.
(2) Computed by dividing total shareholders' equity less goodwill and other intangible assets by the number of common shares outstanding.

Reconciliation of non-GAAP to GAAP Financial Measures

Camden National presents its efficiency ratio using non-GAAP information. The GAAP-based efficiency ratio is non-interest expenses divided by net interest income plus non-interest income from the Consolidated Statements of Income. The non-GAAP efficiency ratio excludes other-than-temporary impairment charges from non-interest expenses, excludes securities gains and losses from non-interest income, and adds the tax-equivalent adjustment to net interest income. The following table provides a reconciliation of between the GAAP and non-GAAP efficiency ratio:

	Three Months Ended March 31,
(In Thousands)	2012		2011
Non-interest expense, as presented	$	12,919	$	13,285
Net interest income, as presented		18,371		18,559
Effect of tax-exempt income		256		327
Non-interest income		5,228		5,118
(Gains) losses on sale of securities		(150)		33
Other-than-temporary impairment of securities		29		—
Adjusted net interest income plus non-interest income	$	23,734	$	24,037
Non-GAAP efficiency ratio		54.43%		55.27%
GAAP efficiency ratio		54.74%		56.11%

The following table provides a reconciliation of tax-equivalent net interest income to net interest income in accordance with GAAP. A 35.0% tax rate was used in both March 31, 2012 and 2011.

	Three Months Ended March 31,
(In Thousands)	2012		2011
Net interest income, as presented	$	18,371	$	18,559
Effect of tax-exempt income		256		327
Net interest income, tax equivalent	$	18,627	$	18,886

The following table provides a reconciliation of tangible book value per share to book value per share, which has been prepared in accordance with GAAP:

	March 31,		March 31,		December 31,
(In Thousands, Except per Share Data)	2012		2011		2011
Shareholders' equity	$	223,658	$	210,725	$	218,876
Less goodwill and other intangibles		44,774		45,677		45,194
Tangible shareholders' equity	$	178,884	$	165,048	$	173,682
Shares outstanding at period end		7,684,589		7,677,243		7,664,975
Tangible book value per share	$	23.28	$	21.50	$	22.66
Book value per share	$	29.10	$	27.45	$	28.56

(Logo: http://photos.prnewswire.com/prnh/20110505/NE96304LOGO-b )

CONTACT: Susan M. Westfall, Senior Vice President, Clerk, Camden National Corporation, +1-207-230-2096, swestfall@camdennational.com

EX-99.2

	First Quarter Report - 2012
	CamdenNational.com
	800-860-8821

Dear Fellow Shareholders,

It is with great pride that I share the news that Camden National Corporation was recognized by two prominent national organizations during the first quarter of 2012. These recognitions, combined with solid financial results for the quarter, validate our commitment to our core values and the strategy used to deliver long-term sustainable growth.

Forbes named Camden National Corporation to its list of the “100 Most Trustworthy Companies in America.” Our organization, along with more than 8,000 other companies on U.S. Exchanges, was evaluated by GMI Ratings, an independent risk research firm. GMI’s quantitative and qualitative analysis looks beyond the raw data on companies’ income statements and balance sheets to assess the true quality of corporate accounting and management practices. To those of us at Camden National, this distinction reflects our dedication to conservative corporate governance and transparency to our shareholders, as well as our commitment to our core values and culture, which began with our founding in 1875.

Our financial performance was also noted by the prestigious investment banking firm, Keefe, Bruyette & Woods (KBW), which named Camden National Corporation to its Bank Honor Roll of superior performers for the second consecutive year. To be included on the KBW Honor Roll, an organization must not have reported any losses before extraordinary items for the past 10 years, 2011 annual earnings per share had to be equal to or greater than the annual earnings per share over the past 10 years, and there had to be consecutive increases in annual earnings per share since 2009. When considering the condition of the national, state and local economies, it was a significant achievement for Camden National to receive this honor.

Our first quarter 2012 financial results reflect our strategy to focus on long-term sustainable growth, and are as noteworthy as the awards and recognition we received. For the first quarter of 2012, we reported net income of $6.6 million, compared to $6.3 million for the first quarter of 2011. This resulted in earnings per share of $0.86 during the first quarter of 2012, compared to $0.83 reported for the first quarter of 2011. Our return on average assets was 1.15% for the first quarter of 2012, compared to 1.11% a year ago, while our return on average equity declined to 12.01% for the first quarter of 2012, from 12.45% the previous year. This reflects an increase in shareholders’ equity resulting from our strong earnings of 2011, which were partially offset by our normal dividends as well as the December 2011 special dividend. Based on last quarter’s results, we believe our performance remains in the top 25% of our peer group. We continue to build our capital as a precaution in the current economic environment as well as to maintain flexibility for future opportunities.

Total assets of $2.3 billion at March 31, 2012, remained flat compared to a year ago. Our total loan portfolio declined 0.75% from levels reported at March 31, 2011. We grew our home equity and commercial portfolios by $3.8 million and $2.5 million, respectively, while our residential real estate portfolio declined $12.7 million. The decline in the residential real estate loans was primarily related to our continued sale of thirty-year fixed residential mortgages in order to balance our interest rate risk parameters.

Asset quality remains a constant focus for Camden National and our first quarter 2012 results reflect our guarded outlook as well as concerns regarding stresses that we see in our consumer-related portfolios. Our allowance for credit losses, which indicates the amount of reserve set aside for probable loan losses, was 1.51% of total loans at March 31, 2012, compared to 1.49% a year ago. Based on an extensive analysis of our loan portfolio, management believes the allowance is appropriate. During the first quarter of 2012, we experienced annualized net loan charge offs of 0.26% of total loans, compared to 0.14% during the same period a year ago. Non-performing assets, which include loans that are not currently being paid per agreement, loans in which the collection of principal or interest is in doubt and properties that have been taken into our possession, represented 1.79% of total loans at March 31, 2012, compared to 1.49% a year ago. Maine’s weak housing market and high unemployment levels have negatively impacted consumers, which has contributed to these results. While we make significant efforts to assist our customers during periods of financial hardship, there are unfortunately situations that result in foreclosure after all other means of repayment have been exhausted.

At March 31, 2012, our total risk-based capital ratio increased to 16.16% from 15.10% a year ago and exceeded the regulatory guidelines of well capitalized by over 6%. During the first quarter of 2012, we also paid a quarterly dividend of $0.25 per common share.

Being honored as one of America’s Most Trustworthy Companies, receiving recognition for past financial peformance, and delivering above-peer current financial results, are all testaments to the mutual commitment our four constituencies – community, customers, employees and shareholders – make to each other. This commitment begins with the products and services we provide to our customers, who, through their patronage, support our shareholders and employees. Our shareholders provide the resources needed to constantly improve our organization, as well as a willingness to share our good fortune with our communities. Our communities, including the people and businesses that are our employees and customers, provide support to our organization as well. Simply put, this is the cycle of community banking and we’re proud to be its anchor.

Sincerely,

President and Chief Executive Officer

Summary Financial Data (unaudited)

(Dollars in thousands, except per share data)

	March 31, 2012		March 31, 2011		December 31, 2011
Financial Condition Data
Investments	$	647,522	$	643,920	$	611,998
Loans and loans held for sale		1,525,325		1,536,463		1,520,089
Allowance for loan losses		23,010		22,887		23,011
Total assets		2,339,158		2,338,317		2,302,720
Deposits		1,555,748		1,544,681		1,591,366
Borrowings		519,979		559,079		456,233
Shareholders’ equity		223,658		210,725		218,876

	At or for the Three Months Ended
	March 31, 2012			March 31, 2011
Operating Data
Interest income	$	22,965		$	24,860
Interest expense		4,594			6,301
Net interest income		18,371			18,559
Provision for credit losses		1,005			1,119
Net interest income after provision for credit losses		17,366			17,440
Non-interest income		5,228			5,118
Non-interest expense		12,919			13,285
Income before income taxes		9,675			9,273
Income taxes		3,092			2,934
Net income	$	6,583		$	6,339
Per Share Data
Basic earnings per share	$	0.86		$	0.83
Diluted earnings per share		0.86			0.83
Cash dividends paid per share		0.25			0.25
Book value per share		29.10			27.45
Tangible book value per share(1)		23.28			21.50
Selected Financial Data
Return on average assets		1.15	%		1.11	%
Return on average equity		12.01	%		12.45	%
Tier 1 leverage capital ratio		9.70	%		8.93	%
Tier 1 risk-based capital ratio		14.90	%		13.84	%
Total risk-based capital ratio		16.16	%		15.10	%
Efficiency ratio(2)		54.43	%		55.27	%
Allowance for credit losses to total loans		1.51	%		1.49	%
Net loan charge-offs to average loans (annualized)		0.26	%		0.14	%
Non-performing loans to total loans		1.79	%		1.49	%
Non-performing assets to total assets		1.25	%		1.08	%

⁽¹⁾ Computed by dividing shareholders' equity less goodwill and other intangibles by the number of common shares outstanding.

⁽²⁾ Calculated by dividing non-interest expense by the sum of net interest income (tax equivalent) and non-interest income (excluding securities gains/losses).

A complete set of financial statements for Camden National Corporation my be obtained upon request to

Susan M. Westfall, SVP Clerk, Camden National Corporation, P.O. Box 310, Camden, Maine 04843, 207-230-2096.